SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 24th, 2008 • Traceguard Technologies, Inc. • Services-computer programming services • California
This Securities Purchase Agreement dated as of April 18, 2008 (this “Agreement”) is made by and between TraceGuard Technologies, Inc., a Nevada corporation, with principal executive offices located at 330 Madison Avenue, 9th Floor, New York, New York 10017 (the “Company”), and Golden Gate Investors, Inc. (“Holder”).
ContractConvertible Debenture • April 24th, 2008 • Traceguard Technologies, Inc. • Services-computer programming services • California
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS.
ContractPrivate Placement Subscription Agreement • April 24th, 2008 • Traceguard Technologies, Inc. • Services-computer programming services • Nevada
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • April 24th, 2008 • Traceguard Technologies, Inc. • Services-computer programming services • California
STOCK PLEDGE AGREEMENT (this "Agreement"), dated April 18, 2008 made by The S.Z. Management Corporation (“S.Z”), Lavi Krasny (“Krasny”), EGFE LTD West Indies (“EGFE”), Amir Uziel (“Uziel”), Dov Reznik (“Reznik”) and Yoram Drucker (“Drucker”) in favor of Golden Gate Investors, Inc., a California corporation (the "Pledgee"). Each of S.Z., Krasny, EGFE, Uziel, Reznik and Drucker may be referred to herein individually as a “Pledgor,” and collectively as the “Pledgors”).
ContractPrivate Placement Subscription Agreement • April 24th, 2008 • Traceguard Technologies, Inc. • Services-computer programming services • Nevada
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
TraceGuard Technologies, Inc.Securities Purchase Agreement • April 24th, 2008 • Traceguard Technologies, Inc. • Services-computer programming services
This Letter Agreement clarifies and confirms certain terms, to the extent set forth herein, of the Purchase Agreement and the Debenture. This hereby confirms our understanding that (i) the notice described in the first sentence of Article I.G. of the Purchase Agreement shall be delivered by the Holder to the Company, not to the Holder as originally stated in the Purchase Agreement; (ii) the term “principal amount” used in Article I.H. of the Purchase Agreement shall refer to the defined term “Principal Amount” as used in the Debenture.; and (iii) the phrase “upon conversion hereof” shall be added to the beginning of clause (y) of Section 3.4(i) of the Debenture.
